0001209191-19-050330.txt : 20190920
0001209191-19-050330.hdr.sgml : 20190920
20190920163841
ACCESSION NUMBER: 0001209191-19-050330
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190919
FILED AS OF DATE: 20190920
DATE AS OF CHANGE: 20190920
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wert Lawrence
CENTRAL INDEX KEY: 0001626623
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08572
FILM NUMBER: 191105156
MAIL ADDRESS:
STREET 1: 220 EAST 42ND STREET, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TRIBUNE MEDIA CO
CENTRAL INDEX KEY: 0000726513
STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833]
IRS NUMBER: 361880355
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 515 NORTH STATE STREET
STREET 2: SUITE 2400
CITY: CHICAGO
STATE: IL
ZIP: 60654
BUSINESS PHONE: 3122223394
MAIL ADDRESS:
STREET 1: 515 NORTH STATE STREET
STREET 2: SUITE 2400
CITY: CHICAGO
STATE: IL
ZIP: 60654
FORMER COMPANY:
FORMER CONFORMED NAME: TRIBUNE MEDIA Co
DATE OF NAME CHANGE: 20140723
FORMER COMPANY:
FORMER CONFORMED NAME: TRIBUNE CO
DATE OF NAME CHANGE: 19920703
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-09-19
1
0000726513
TRIBUNE MEDIA CO
TRCO
0001626623
Wert Lawrence
C/O TRIBUNE MEDIA COMPANY
515 N. STATE STREET, SUITE 2400
CHICAGO
IL
60654
0
1
0
0
President, Broadcast Media
Class A Common Stock
2019-09-19
4
D
0
57113
46.6874
D
0
D
Restricted Stock Units
2019-09-19
4
D
0
36010.1881
46.6874
D
Class A Common Stock
36010
0
D
Employee Stock Option (right to buy)
40.65
2019-09-19
4
D
0
14032
D
2023-05-07
Class A Common Stock
14032
0
D
Employee Stock Option (right to buy)
44.08
2019-09-19
4
D
0
12433
D
2025-02-11
Class A Common Stock
12433
0
D
Employee Stock Option (right to buy)
24.53
2019-09-19
4
D
0
34110
D
2026-02-08
Class A Common Stock
34110
0
D
Employee Stock Option (right to buy)
37.01
2019-09-19
4
D
0
118900
D
2026-08-03
Class A Common Stock
118900
0
D
Employee Stock Option (right to buy)
31.98
2019-09-19
4
D
0
32196
D
2027-02-14
Class A Common Stock
32196
0
D
Employee Stock Option (right to buy)
42.85
2019-09-19
4
D
0
22506
D
2028-02-01
Class A Common Stock
22506
0
D
Disposed of for $46.687397 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 30, 2018, by and among Tribune Media Company, Nextar Media Group, Inc. and Titan Merger Sub, Inc. (the "Merger Agreement"). All terms capitalized but not defined shall have the respective meanings given to them in the Merger Agreement.
Restricted Stock Units ("RSUs") convert into shares of Class A Common Stock upon vesting on a one-for-one basis.
Pursuant to the terms of the Merger Agreement, each RSU, whether or not vested, immediately vested and was cancelled and converted into the right to receive a cash payment equal to the product of the total number of shares of Company Stock underlying such RSUs multiplied by the Merger Consideration (the "RSU Consideration"), except that RSUs granted on or after December 1, 2018 (other than RSUs required to be granted pursuant to employment agreements or offer letters) that were unvested as of the effective time of the Merger immediately vested in part on a prorated basis and were cancelled and converted into the right to receive the RSU Consideration on a prorated basis.
The option, which provided for vesting in four equal annual installments on each anniversary of May 7, 2013, was canceled in the Merger in exchange for a cash payment of $6.037397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
Pursuant to the Merger Agreement, each option that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested or exercisable, was automatically canceled as of the Effective Time and converted into the right to receive a cash payment equal to the excess, if any, of the value of the Merger Consideration over the exercise price per share of such option, without any interest and subject to all applicable withholding. Each option for which, as of the Effective Time, the exercise price of such option was greater than or equal to the Merger Consideration was automatically cancelled as of the Effective Time without any consideration being paid in respect thereof.
The option, which provided for vesting in four equal annual installments on each anniversary of February 11, 2015, was canceled in the Merger in exchange for a cash payment of $2.607397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
The option, which provided for vesting in four equal annual installments on each anniversary of February 8, 2016, was canceled in the Merger in exchange for a cash payment of $22.157397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
The option, which vested on December 31, 2018, was canceled in the Merger in exchange for a cash payment of $9.677397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
The option, which provided for vesting in four equal annual installments beginning February 14, 2018, was canceled in the Merger in exchange for a cash payment of $14.707397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
The option, which provided for vesting in four equal annual installments beginning February 1, 2019, was canceled in the Merger in exchange for a cash payment of $3.837397 per share subject to such option, representing the excess of the Merger Consideration over the exercise price of the option.
/s/ Erin Conroy, Attorney-in-Fact for Lawrence Wert
2019-09-20